Memory
by The Real Nowhere-Man
Summary: Clark Kent finds himself in the Magic Box when Willow's memory spell goes haywire during "Tabula Rasa". Now an amnesiac Clark has to deal with a whole bunch of strange people, vampires, and superpowers.
1. Chapter 1

**Disclaimer:** I don't own Buffy the Vampire Slayer, Smallville, or any of the characters.

Clark nudged the petite blonde whose head was leaned on his arm. Chloe jumped in her bus seat.

"Wha - ?" She started.

Clark chuckled at her and she glared at him.

"We're here Chloe."

Chloe rubbed the remnants of sleep from her eyes and stretched her arms to either side, pushing Clark's head playfully with one. Everyone on the bus had started to rise, but Clark and Chloe remained seated.

"Let's wait 'till everyone else gets off." Chloe yawned.

Clark gave her a questioning look. "Really? You were so eager to get here." He teased.

"Hey, I'm still kind of sleepy and I haven't had any caffeine in forever." She leaned her head against his arm again and Clark turned to look out the window.

He had seen several trees with the changing leaves of autumn on the bus ride through California. Clark had never left Smallville much, but he had always figured a place like California wouldn't have changing leaves.

It was surprisingly cool too, about 79 degrees. True, this was far hotter than the temperature in Smallville right about now, but Clark had expected it to be 90 or something.

Once everyone else had gotten off, Clark and Chloe got out of their seats, taking an extra moment to enjoy the stretching of their legs after the many long hours on several busses.

They stepped off the bus with Clark carrying the bags.

"Welcome to Sunnydale, California Clark." Chloe smiled, feeling refreshed and awake.

"I have no idea how you managed to get Principle Kwan to approve this trip." Clark said.

"Well Clark, I managed to convince our good Principle that it would be beneficial for the students of Smallville to get a look at how small towns from other parts of the country compare to Smallville."

"Yeah right, he was probably just looking for an excuse to get rid of you for a while." Clark laughed as Chloe slapped his arm, looking indignant. Chloe's penchant for the inexplicable had often gotten her a lecture from principle Kwan about "responsible journalism."

"Lex thought it was a good idea. He wouldn't have financed the thing if he didn't" Chloe huffed.

"True." Clark said, though he was himself a bit confused as to why Lex _had_ paid for Chloe's little field trip and couldn't help but wonder if it had something to do with him. Clark had saved Lex's life, and Lex felt indebted, constantly trying to repay Clark in surreptitious ways, since Clark would never accept an outright gift. It hardly seemed implausible for Lex to agree to fund the trip if Chloe had told him that she would be taking Clark.

"So, why did you pick Sunnydale, Chloe?" Clark asked as they both walked down a busy street lined with shops and restaurants.

"Well, I wanted to pick a place way away from Smallville, and it's too cold out in New England, so – "

"No, seriously," Clark interrupted "did something weird happen here?"

"Hey, I resent that! I don't only investigate strange things. I truly think that I will be able to learn an interesting perspective here…yeah okay, you got me." Chloe admitted.

Clark smiled triumphantly. "Knew it, so, what's going on?"

"Well, this tiny, apparently idyllic hamlet has the highest per capita death rate in the whole country."

Clark stopped in the middle of the sidewalk and Chloe walked about 10 feet ahead of him before realizing that he wasn't following her.

"Why on earth would that make you want to _come_ here?" Clark asked.

"Listen Clark, I still have no clue why you're so skeptical, considering all the strange things you _know _are happening in Smallville."

"Yeah, but Chloe, there wasn't any meteor shower in Sunnydale."

"I know, but I think what we're dealing with here is something else entirely."

"Like what?"

Chloe hesitated a moment, looking around as if to see if anyone was listening. "Let's talk about it at the hotel Clark." She turned and kept walking, Clark right behind her, shaking his head. He could practically smell the trouble brewing.

Clark set the luggage down on the carpeted floor of one of the adjoining rooms where he and Chloe would be stating the three days of the field trip.

"Guess all that work on the farm paid off huh?" Chloe said, and Clark shrugged.

If he had wanted to, he could've carried the bus _and_ everyone's luggage all the way over here and shaved several hours off the trip, but he didn't tell her that.

"So, Chloe, what's the story here?" Clark asked, sitting down on the bed.

Chloe stood in front of him with a manila file folder in her hands, which she handed him, before going into full debrief mode.

"Okay Clark, how do vampires sound to you?"

"What?" Clark asked, a little bewildered. He opened the folder and his eyes widened. They were autopsy reports with victims that had two small puncture wounds on the neck. The causes of death were listed as exsanguinations, loss of blood. They were all from Sunnydale.

Clark looked back up at Chloe, now understanding her train of thought.

"You've got to be kidding…"

"Look Clark, I know how it sounds but the M.O. matches."

"Chloe, vampires? Really? They don't exist Chloe." Clark saw an irritated look come over Chloe's face and sighed mentally. She was becoming defensive, and Clark knew that her stubbornness knew no bounds.

"Clark how is it any weirder than the coach who can start fires _with his mind_!

"That's different." Clark said.

"How?"

Clark wasn't really sure. When he broke it down, he couldn't come up with a convincing answer aside from: "Vampires aren't real". Maybe it was because he had seen the pyrokinetic coach with his own eyes, and had a way to explain it: the meteor rocks.

Vampires on the other hand, seemed too far out there. Clark had sometimes found it ironic how down to earth he was, considering his…unearthly origins.

"Chloe," He started, trying to compromise "Even if vampires did exist, what are you going to do about it? Get an interview?"

""Ha-ha, Mr. Kent has finished unpacking his sense of humor. Didn't know you were into Anne Rice, Clark. If there are vampires out there, people need to know! And yes, if I can get an interview I will."

"Chloe, if vampires did hypothetically exist, which I still think is crazy, then they've clearly done a good job keeping themselves off the grid for a while. What makes you think _you_ will be able to expose them?"

"Clark Kent, you're impossible! Fine, I'll do this without you!" Chloe huffed before storming out of the room.

Clark sighed, already guilty. He had made her mad. He hadn't been trying to belittle her, or question her skills as a journalist; he had just been trying to make her see reason.

Clark figured he would let her cool off a bit, then he would apologize. Chloe could be incredibly stubborn when she got an idea in her head, and it could get her into trouble from time to time.

Clark stood and headed for the door. After all, what was the point of going on a trip if you weren't going to see the sights?

After walking for a good half hour, Clark went by some of Chloe's usual hangouts (coffee shops) in the hopes of running into her. He didn't see her, but had a muffin and some coffee as breakfast.

The town reminded him of Smallville, but with a lot more stores and chains. He even passed by one particularly interesting store called The Magic Box. He stopped there and decided he would buy Chloe a peace offering.

There wasn't a closed sign anywhere, and through the open blinds Clark could see some people inside, so he opened the door.

A tiny bell sounded as he entered, everyone turned to look at him and Clark suddenly felt very awkward and guessed that he had interrupted something important. There were eight people in the store, and the one closest to him, a young blonde woman, looked close to tears.

"Are you guys not open yet?" Clark began apologizing "Sorry I'll just…"

"Sorry, we're kind of busy right now. Can you come back later?" Asked a redheaded woman.

"Oh, and since you're already over there and I don't want to get up, can you put the closed sign in the window?" Asked another blonde woman sitting on a table next to an older man with glasses.

"Anya!" cried out the redheaded woman.

"No, it's okay, really." Clark interjected, putting the sign in the window.

'Again, I'm really, really, sorry." Clark said as he walked to the door. Then he, and everyone else, suddenly lost consciousness and toppled to the ground.


	2. Chapter 2

**Disclaimer:** I don't own Buffy the Vampire Slayer or Smallville.

The super-powered Alien Formerly Known as Clark Kent blinked rapidly as light assaulted his eyes. He bolted upright when he realized that he had no idea where he was. There were various people there with him who also seemed to be getting up. Everyone seemed rather surprised and unnerved at the situation and the fact that Clark wasn't the only one that didn't know what was happening was both relieving and frightening.

There were at least five girls in the room, and three of them were blonde. There was also a redhead, who seemed to be rather startled at waking up next to a dark haired guy, who pretty much instantly started hitting on her. The other was a, still sleeping, brunette girl who was much younger than the others, probably not more than 15 or 16.

A yell was heard as a man with bleached blonde hair rolled over in his sleep and fell off the table top he had been on. His yell woke up the younger girl who shifted into hyper-panic mode when she realized she was surrounded by strangers.

"Who are you people?" She asked in a shaky voice, crawling backwards into a wall.

One of the older blonde women moved toward her slowly, getting down to the floor. "Don't worry." She said in a soothing voice.

"Please don't hurt me." the young girl backed away a bit more.

"It's okay" the older one hastily added "I don't know anyone here either."

"Yeah?" asked the younger girl, relaxing slightly at finding someone in a sympathetic position. "Who are you?"

"I...uh..." The blonde hesitated, and Clark found himself thinking too. '_Wait, who am I?_' He was rather frightened when he discovered that, try as he might, he couldn't recall any detail of himself. He didn't know where he came from, his birthday, or even his name. He could tell by some of the faces in the room that he wasn't the only one with the problem.

The dark haired man who had been snuggled with the red-head on the floor scrambled up. "Okay, who are you freaks?!"

"You don't know me?" exclaims the redhead, indignant.

"Not a clue." replies the dark haired man with a dismissive hand wave.

"But you were all just like 'oh, hey'!"

"Yeah, 'cause I thought you were a girl and I'd remember, but..."

The redhead grabs her chest, causing Clark to fidget uncomfortably. "Well, I _am_ a girl! I'm ... not sure ... who I am exactly, but..."

"Okay, why was I on the ground? And why are you all staring at me? Is this some kind of psych test? Am I getting paid for this?" The dark haired man starts yelling as he slips back into panic mode.

"It's not just you." interrupts a much older man with glasses and a British accent. He stands up out of the chair he had been sharing with another of the blonde women. "Does anyone remember anything?"

Everyone shakes their heads.

"Nope." sums up the platinum-blonde man with outrageous amounts of hair gel who had fallen off the counter earlier.

The British guy was smiling slightly now. "Well, maybe we all got terribly drunk and this is some sort of, uh, blackout." Clark knew that probably wasn't the case, but the humor in it did take his edge off a little.

"I don't _think_ I drink." stated the younger girl uncertainly, after all, none of them were really sure of anything right now.

"I-I don't see any booze. I don't feel any head bumps." says the blonde who had woken up next to the Englishman. Looking around, she says "I don't see Allen Funt."

"Who?" asked the confused Englishman.

"The host of that show, Candid Camera..." Clark spoke for the first time, causing everyone to stare at him. He felt very uncomfortable and began to examine his shoes.

"Hey, yeah! Maybe we're on some sort of hidden camera show!" exclaimed the guy with the dark hair, who seemed to relax a lot at the prospect of maybe seeing Ashton Kutcher.

"I don't think so. I mean what kind of T.V. show makes people forget who they are?" says the short, blonde woman who was still standing next to Dawn. This statement only caused the dark haired guy to begin to flip out again.

"Oh god, we've all been kidnapped. They'll torture us, or kill us, or worse. They make us into their unwilling butt-monkeys, like in Pulp Fiction!"

Clark could see that his words were really getting to the younger girl so he stepped in. "Wait, I doubt that's the case. If they wanted to hurt us, wouldn't we all be tied up or something?"

"I think red-and-blue over there is right. I think we're safe here, wherever here is." says the short blonde woman again with an air of assurance in her voice that Clark figured she was faking.

"Red and blue?" He asked, looking down at his red denim jacket, which covered a blue tee shirt, and his blue jeans.

"Sorry." She replied, grimacing a bit "It's just, you not having a name and all..."

The redhead had started to look around, and Clark moved closer to the center of the room to get a better look.

"Look at the stuff on these shelves." says the redhead. "Weird jars of weird stuff. Weird books with weird covers, like, Magic for Beginners...Oh!"

"This is a magic shop. A-a-a real magic shop." The third blonde stood up out of the chair she had been sitting in, speaking for the first time. She seemed to be rather excited at the prospect of being in a magic shop though.

"Well, maybe that's it. Maybe something magic happened-" started the short blonde woman before being interrupted by the Englishman's scoff.

"Magic! Magic's all balderdash and chicanery. I'm afraid we don't know a bloody thing." He pauses, noticing what everyone else seems to have noticed as well. "Except I seem to be British, don't I? Uh, and a man. With ... glasses." He says, removing his glasses and inspecting them. "Well, that narrows it down considerably."

Clark had to agree. Magic…now that was just bizarre, next thing you know someone would be saying aliens were real and had abducted them for experimentation.

"I don't like this." came the fear filled voice of the younger girl.

"It's okay, don't worry. We'll take care of each other. " the blonde woman comforted, reaching out to brush a strand of hair back from the young girls face.

"We'll all get our memory back, and it'll all be right as rain." says the Englishman, trying to assert some control over the situation as the most obvious adult.

"Oh, listen to Mary Poppins." interrupted hair-gel man with a noticeable English accent of his own. "He's got his crust all stiff and upper with that Nancy-boy accent. You Englishmen are always so..." Everyone looks at him and he pauses, just realizing what he was saying. "Bloody hell! Sodding, blimey, shagging, knickers, bollocks," He says, ticking off each phrase on his fingers. "Oh God! I'm English!"

"Welcome to the Nancy tribe." replies the older Englishman sarcastically, and Clark can't help but laugh. This earns him a glare from the bleached man and Clark stops.

"You don't suppose you and I ... we're not related, are we?" he says, looking back at the older Englishman.

The blonde who had woken up with the older man gave them both an appraising glance. "There is a ruggedly handsome resemblance." she says in a matter of fact way, causing the older man to smile at her before turning back to the younger Englishman.

"And you do inspire a, um ...particular feeling of ... familiarity and ... disappointment?" says the older man, a slightly mystified tone entering his voice as Bleach Guy walks out from behind the counter and stares up at him.

"Older brother?" The older man postulates.

The blonde man just scoffs. "Father." he states with finality, causing an outraged look to appear on the older man's face. "Oh, god, how I must hate you." he scoffs.

"What did I do?" exclaims the older Englishman.

"There's always something, and what's with the trollop?" the blonde man says, indicating the blonde woman next to the older man with his finger.

"Hey!" she exclaims. Clark had no idea what a trollop was, but he was pretty sure it wasn't good.

"Her?"

"I saw you! Sleeping together."

"Resting together." the older man corrects.

"Look!" exclaims the blonde woman, holding up her hand with an engagement ring on it. "It's okay. We're engaged."

"Oh." says the older man with a pleased smile on his face.

"Oh, great, a tarty step-mom who's half old Daddy's age."

"Tarty?" cries the blonde woman.

"Old?" exclaims the older man. "You little twerp, I'm young enough to still get carded."

Clark felt like slapping himself in the face. Wallet, identification, that should have been his first thought. The sheer craziness of the situation must have really gotten to him. He was already rummaging through his pockets when the redhead suggested they all do the same. In his left pocket he finds something cold and cracked. Pulling the object out, he finds a broken cell phone. In his right pocket he finds a wallet with $127, a library card for the Lowel-county public library system, and a learners permit for one Clark Kent, age 15, born May 13th, 1987. He hears as the others excitedly identify themselves.

There was Alexander Harris, the dark haired man. Willow Rosenberg, the redhead. Tara Maclay, the shy blonde who had been so excited about the magic shop. Both Willow and Tara were students at U.C. Sunnydale, which Clark knew for some reason, was in California. So not only was Clark lost without memory, he was very far from home. Clark walked over to the table where the older Englishman and his fiancé had been sitting and sat down. He took a deep breath and ran a hand through his hair in frustration.

"Looks like I'm not in Kansas anymore." Clark mumbled, a little louder then he had meant to. At the questioning looks he was receiving from the others he flashed them his I.D. and said "Kansas restricted license for Clark Kent, age fifteen."

"What?! Get out!" said the shorter blonde woman who had yet to be identified.

"...what?" Clark asked, a little bewildered.

"No way you're fifteen..." she said "I mean, look at you."

Clark examined the space between his shoes, feeling awkward at being the center of attention.

"What about you?" he asked, trying to shift focus away from him.

The woman just shook her head. "I don't have a wallet with me."

"Me neither," said the younger girl, sounding disheartened. The older woman smiled gently at her and reached for the pendant on the younger girls neck.

"Look, you're Dawn."

Dawn looked very relieved at finally having an identity. "or Umad" she jokes.

"I'm, uh, called Rupert Giles." the older man says as he inspects his own card.

"Rupert." says his fiancé, smiling fondly at him.

"Rupert." the blonde Englishman giggles, receiving a glare from Mr. Giles.

"You're not too old to put across my knee, you know ... sonny." the blonde man was still laughing. "Anyway, what did I call you?"

The man examines his clothing, finding a label on the inside of his suit jacket.

"Made with care for Randy."

Clark couldn't remember his name, but oddly enough, he was able to remember that he had, at one time, watched Austin Powers(though he couldn't say when) and he had to cover his mouth to keep from laughing out loud.

Randy looks at Giles angrily. "Randy Giles? Why not just call me 'Horny Giles,' or 'Desperate for a Shag Giles'?"

"Randy's ... a family name, undoubtedly." Giles counters.

Giles's fiancé fingers something around her neck, which Clark sees is a key, and goes behind the store counter.

"Oh, hey, I have a name on my jacket." exclaims Willow as she takes it off to get a better look. "Harris." She says.

_'Curiouser and curiouser'_ Clark thought. Alexander perked up at the sound of his last name.

"Harris? That's my last name. Maybe I have a brother and you go out with him." he says.

_'Wow, talk about low self esteem'_ Clark thinks, wondering if the man was dense, or playing it close to the vest.

"Or maybe you go out with me." Harris amends.

"Well, we did wake up all snuggly-wuggly." says Willow walking closer to him. "Maybe you're my boyfriend."

"Either that, or I got one pissed-off brother out there somewhere." jokes Harris, and they both smile.

"I'm Anya!" The shout caught everyone off guard and they all turned to look at Mrs. Giles.

"Um, this key fits this lock. And, uh, the forms ... next to the cash register say that, uh, Rupert and Anya own the shop together." she explains.

"This is _our_ magic shop?" asks Giles walking over to Anya. "Uh, well, that's very, uh, progressive of me."

Clark sensed some movement behind him and turned to come face to face with Dawn. She flushed a bit and scooted back. Clark smiled at her and patted the seat next to him. She sat down and stared at the floor.

"Feeling better?" Clark asked.

Dawn just nodded her head and opened her mouth to say something, then closed it again. Clark offered her his hand.

"We haven't been properly introduced. Hi, Clark Kent, amnesiac."

Dawn giggles at him and shakes his hand. "Dawn Something-or-other."

Clark grins at her again. "You have a very nice name Ms. Something-or-other."

"And you have a really nice smile...or um, what I mean is, it's really blight. It's like, blinding...b-but, in a good way! You know,l like...umm." Her face turns red and she looks away from him quickly. Clark wasn't entirely sure how to react, but noticed that everyone was staring at the two of them now and he felt the strangely familiar embarrassment of being under the spotlight.

"So you don't have a name?" Dawn asks the blonde woman, who remained the only nameless one in the party.

"Of course I do. I just don't happen to know it." says the blond woman.

Dawn smiles excitedly "You want me to name you?"

"Oh, that's sweet, but I think I can name myself." she seems lost in thought for a moment. "I'll name me ... Joan."

Dawn makes a face. "Ugh!"

"What? Did you just 'ugh' my name?"

"No! I just ... I mean, it's so blah. Joan?"

"I like it. I feel like a Joan."

Dawn chuckles "Fine, that's your purgative." Clark opened his mouth to correct her, but 'Joan' beat him to it.

"Prerogative."

"Whatever, _Joan_."

"Whatever, _Umad_."

Then, in unison "Boy, you're a pain in the-/Boy, you're bossy!"

They look at each other in surprise.

"Do you think we're-" Dawn starts

"Sisters?" 'Joan' finishes.

They smile, Dawn gets up and they hug each other.

"You never showed me affection like that!" Randy says.

Giles looks at him, confused.

"...I'd wager." Randy adds.

Clark laughed a bit and rubbed his forehead. He was surrounded by crazy people, clearly.

"I think we should head to the police." Clark says "We can't just sit around here all night."

Everyone seemed to wake up a bit and Giles nods in agreement. "Uh, yes, let's, um, let's head out."

Everyone starts walking toward the door. Alexander offers Willow his arm, and after a moments hesitation she takes it.

"Any suggestions on how we're gonna get there?" asks Joan.

"Dad can drive." Randy speaks up "He's bound to have some classic midlife-crisis transport. Something red, shiny, shaped like a penis." he says, putting an arm around Giles. Clark can't resist snorting at the comment.

They all get to the front door and Joan opens it.

They are met by the sight of bumpy foreheads and snarling, fanged mouths.


	3. Chapter 3

**Disclaimer:** I don't own Buffy the Vampire Slayer, or Smallville

Clark wasn't entirely sure what he was seeing, but everyone else screamed as they turned and ran. Clark got caught in the momentum and also ran away as fast as he could. He soon reached the other side of the shop and turned to notice everyone still standing by the door.

"Hey, get away from there!" Clark yelled, but they didn't seem to be moving. Clark ran over to them and found they were all frozen.

"What the…" Clark wondered aloud. The whole group, as well as the rather monstrous looking people outside were all still as statues. It was almost as if time had stopped.

Clark backed slowly away from them all. It was a dream, it had to be. There was no other explanation. This whole thing was some bizarre dream.

Clark waited for himself, now realizing that he was in a dream, to wake up. He waited some more. Nothing happened. Clark pinched himself, hard, and it hurt. Whatever was happening, it was very real.

Clark suddenly felt very sick and got down to the floor. Was he going insane? When Clark stopped, everything around him sped up. His new friends began screaming again and Joan slammed the door. They all huddled together under the window to hide from view.

"Did you guys see that?" Joan whispered urgently.

"Vampires!" Randy exclaimed.

_You've _got _to be joking, _Clark thought. _Memory loss, time stopping, and hey, vampires! Why not?_ Clark wondered if he did drugs. That would be a nice, simple, explanation.

"Maybe it's Halloween." Tara said, though she didn't sound at all convinced herself.

"It doesn't feel like Halloween." Dawn said, and Clark had to agree. If it were Halloween, Clark figured this shop would have decorations all over; especially considering it was a magic shop.

"Even if it is, those guys are definitely not kids, and those are definitely not costumes. Randy's right, looks like we have vampires." said Alexander.

Mr. Giles noticed Clark crouched in the middle of the shop for the first time and waved him over urgently with his hand.

"What are you doing over there? Come over here, quickly."

Clark crawled on his hands and knees toward where the others were hiding.

The Vampires, if that's what they were, banged at the door.

"Slayer!" it said, or maybe it had said "Slay _her_!"

"They're definitely not knocking for candy." Alex whispered.

"Okay, doors, we need to check to see if there's other doors, a-and make sure they're locked, and put large objects in front of them. Come on. "Willow said as she took hold of Alex's arm and the headed off toward the back.

"Monsters are real…did we know this?" Joan asked.

"Actually, I don't think I'm with everyone here." Clark said, despite its inappropriateness. It was a bit hard to think around all the panic.

"What?" Joan asked.

"I think I might have just been a customer." Clark explained his Kansas farmer's license, and his position so close to the door when they had all woken up were his proof.

"I don't know, but we n-need our memories back. We have to get to a hospital." Tara says, bringing them all back to the pressing matter of their survival. Joan vigorously nods her agreement.

"As, uh, proprietor of a magic shop, I propose we fight them." Mr. Giles says. Joan shakes her head violently in opposition. "We can use things here in the shop, you know, magic ... tricks or whatever." Mr. Giles continues.

Clark just shakes his head. "Look, I don't mean to undermine your authority or anything Mr. Giles, but I'm still a bit reluctant to go so far as to believe in magic, despite all the insanity that's happened. Even if you could use some sort of spell to help us, our memories are gone. What are the odds you'll remember or manage to find what we need?"

Mr. Giles gave him a helpless look. "Well, what else can we do?"

Clark stopped to think, pushing all the panic back into the recesses of his mind. His gaze turned to the wall, behind which the Vampires stood, still trying to break down the door. Clark concentrated and suddenly found himself looking through the wall at two skeletons. He all but jumped back at the sight.

"Clark, are you okay?" Dawn's concerned voice reached him and his sight returned to normal.

"Yeah, I'm fine…" Clark said, knowing he was anything but. He had no clue what was wrong with him, or if there was even anything wrong with him at all. Maybe he was like this all the time. He cursed his non-existent memory for the umpteenth time in so many minutes.

Clark let his unease fall away. If he was going to help them all get out of this, he was going to need to set his reservations aside for now. He concentrated again, trying to find the same feeling he had gotten when he had looked through the wall.

He found it again and discovered that he could see through pretty much everything. Looking to the back of the shop he saw the skeletons of Willow and Alex, and found a trap door in the basement which seemed to lead into the sewers.

"I have an idea." Clark said. Everyone looked at him and he found himself considering how he could tell them without revealing that he apparently had the power to see through walls.

"Stores pretty much always have a back entrance, so supplies and other things can be brought in through the back. What I want you guys to do, is to head toward the back, find Willow and Alex, they've probably found the exit by now. I want you all to make a break for it; I'll hold the two outside here."

"What, no!" Dawn exclaimed, before looking up warily. "No way we're leaving you behind!" Her voice was a whisper again, but just barely.

"She's right." Mr. Giles said "I admire your courage, but as the eldest here I am responsible for you."

"Look, I'm kind of a big guy. I don't exactly plan on going out like an action movie hero or anything. I could probably hold my own long enough for you guys to get good distance, then I'll make my own escape." Clark insisted. "It's the only way. If you guys can get to help, then you'll be able to come rescue me. If we stay here, we could all be killed!"

"Sorry kid, but no one's buying it. If we leave you here, it'd be like leaving a lamb all tied up and vulnerable for a bunch of wolves." Joan said.

Clark opened his mouth to argue again when he was interrupted by one of the Vampires outside.

"Send out Spike!" It said.

"They seem to want spikes." Mr. Giles said, looking perplexed.

"Oh!" Randy was gone and a moment later returned clutching several wooden cylinders with sharpened ends. "Let's give 'em these!" He said.

Everyone picked up one of the wooden spikes and examined them.

"But wait, what are they going to do with them?" Dawn asked. Clark himself had no idea. Wooden spikes seemed like a strange thing to ask for, but who knew what Vampires might do with them.

"Slayer, come out and play!" came the voice of one of the vampires from outside.

"'Slay her,' that's just what they said before." Tara exclaimed.

_Actually, it seems more like they're saying slayer, and they're inviting someone with the title of Slayer to 'come out and play.' It also seemed like they weren't asking for spikes, but more like they were asking for someone named Spike._ Clark thought, but he didn't say anything because, really, what did he know?

"Th-th-they're gonna use the spikes to-" Tara was too horrified to finish the sentence, so Joan did it for her.

"To slay someone? A female someone! Who do those jerks think they are?"

"Bloodsuckers. They kill by sucking blood. Take it easy, Joan." Anya said in a tone much too dry for the situation they were in.

At that moment, Willow and Alex return.

"You guys," Willow calls out, and everyone turns to look at her.

"Trap door in the basement, it seems to lead to the sewer." Alex informed them.

"Let's go!" Anya urged them, and everyone started to get up. Joan turned to look at Clark and said

"Don't even think about it, you're coming too."

Clark almost began to argue, but realized they were wasting precious time and got up. Then one of the windows burst and the Vampires enter. Everyone backs away together, not fast enough to escape. Alex gets down on his knees and puts his hands together in supplication.

"Now I'm not sure what I am so bear with me here. Now I lay me down to sleep, uh, Shabbat Israel, uh," he struggles to think of any other words of protection from whichever faith he might belong to. A vampire grabs Joan and pulls her away from the rest of them. Alex separates his joined hands and touches his thumbs to his forefingers chanting "ohm, ohm."

Another Vampire has pushed Randy up against a book case.

"You owe us!" It says.

"Fine! Take your damn spikes!" Randy pulls the stakes from his jacket and tosses them at the vampire. They clatter to the floor and Randy tries to go past but the vampire stops him.

"Don't be stupid." It says.

"Get your hands off me, you son of a-" Joan is still struggling against her captor, who covers her hand with his mouth.

"I said you owe us." The Vampire repeats to Randy.

"Who, me?" Randy asks.

"You've got the boss's kittens." The Vampire replies, and ordinarily, Clark would have found this statement hilarious if it weren't for the very serious tone of voice the blood sucking fiend used when it said it.

"Kittens?!" Randy asked, apparently as taken off guard as Clark was.

_I've got to do something_ Clark thinks. His first instinct is to go for the Vampire that had Joan, but he didn't know how strong this creature might be. They were just talking right now, trying to get something they thought their little misfit group had, or more specifically, something Randy had…which was apparently kittens.

_You can't get reckless, not now. It could get a lot more dangerous if you just start swinging your fists around._ Clark steadied his thoughts, closing his eyes and breathing in deeply to calm down. When he opens them again, he finds time has stopped once more. He sees the frozen expressions of horror on the faces of the group, the snarling face of the vampire, Joan's leg suspended in mid air as she struggles to break free.

He noticed Alex had gotten up from his position on the floor where he had been trying to have a spiritual connection. Clark saw the wooden spikes lying on the ground and everything clicked. Alex had sought faith to defend him from something evil. Clark looked at the wooden objects again and saw them now for what they truly were. Not spikes at all, but stakes, wooden stakes.

Clark looked around the shop and found that a number of crucifixes were among other amulets being sold. He also saw a large jar labeled 'Holy Water'.

'_Will it work?' _Clark wondered, but decided he had no better choice. He had no idea how long time would be suspended. He walked over to the table and noticed that, as his hand brushed near a sheet of paper, the paper began to turn up, almost as if a gust of wind had traveled over it.

"_So, time isn't slowed, I'm just really fast!" _Clark surmised. He grabbed the jar and quickly twisted off the lid. He maneuvered himself behind the vampire and willed himself to return to normal time.

All the sound suddenly returned, like the sounds of Joan struggling, and Clark threw the water onto the Vampire. It screamed in pain as its flesh literally sizzled as if the water were acid. It let go of Joan and staggered away from them both.

Joan ran over to the vampire that was advancing on Randy, stake still in hand. She grabbed the Vampire's arm and spun it around to face her.

"Stay away from Randy!" She yelled as she plunged the stake into the Vampire's heart, causing it to explode into dust. Clark stared on in wide-eyed amazement, which was also on everyone else's faces.

"Whoa!" Dawn exclaimed.

"What did you just do?" Willow asked, still shocked.

Joan looked just as confused as anyone. "Uh ...I....I don't know." She says, mouth gaping slightly, reminding Clark, totally inappropriately, of a fish. A slow smile begins to spread over Joan's face which Clark finds a little creepy. "But it was cool!" She says, and everyone just kind of nods along, not exactly wanting to argue with the woman holding the pointy stick.

The other Vampire stood up and Clark saw that the side of its face had nasty burn marks on it from the water and felt a stab of guilt. Sure the thing had been trying to kill them and all, but it looked like it had been hurt really badly.

"The boss ain't gonna like this! I'll be back. And I won't be alone!" It said as it scrambled for the door. Randy quickly slammed the door behind it and closed the blinds.

"How did you know that would work?" Joan asked Clark.

"…what?" Clark asked, still a little dazed.

"The Holy Water, how did you know it would hurt the Vampire?" She asked him.

Clark noticed everyone had turned their attention to him and he suddenly felt very awkward again.

"I don't know. I just saw the bottle there and thought, 'hey, why not.'"

"…well, thanks for the save." Joan said smiling at him "guess I owe you one."

"Actually," Clark said, indicating the pile of dust "I think we're pretty even."

"Oh yeah, wasn't that so cool!" She exclaimed.

"I think…I might be some kind of superhero or something." She announced giddily. Everyone just nodded, except Alex, who fainted.

_Is anyone else at all worried about the fact that this girl's first instinct was to _stab that guy through the chest_! _Clark thought.

_I mean, I know it was self defense and all but, she didn't kick out at him or anything, she plunged that thing strait into his heart! No one else finds that a little scary?_

_No one at all?_

_Just me then…okay._

What Clark said was "So, now what do we do?"


	4. Chapter 4

**Disclaimer:** I don't own Buffy the Vampire Slayer, or Smallville. If I did, you _know_ this would be a special episode.

"Hey, maybe this is what we did...do."Joan said.

"What do you mean?" Willow asked her, before turning to Clark, who was pouring holy water from one of the jugs into several different bottles. "And what are _you_ doing?"

"That guy said he'd be back" Clark responded, not looking up from his task. "Best we be prepared."

"Ooh, can I help?" Dawn asked him. Clark smiled at her and nodded. She came over and stood next to him. She reached for the jug at the same time he did and their fingers brushed together lightly.

Dawn pulled her hand back so quickly, Clark wondered if maybe he had shocked her. He himself hadn't felt anything.

"Sorry."she mumbled.

"That's...okay."Clark pulled his hand away from the jug and let her keep pouring the water while he went to pass out crucifixes.

"Thank you."she practically whispered, not looking up at him.

_Strange girl_

"So, what were you saying Joan?" He asked.

"Well, think about it,"she began "we're all here together in a magic shop, with holy water and crosses and other mysticy stuff. We all lost our memory, then a bunch of Vampires show up and they know Randy. I fought them off with _super-strength!_"

"Okay..." Alex interrupted "What's your point?

"

"I think, maybe we're, like, some sort of monster fighting team or something." she finished.

"What, like, the Anti-Evil Squad?" Clark asked skeptically.

"A.E.S."Dawn giggled.

"Cool, we're like, the Avengers!"Alex exclaimed, then he points to Joan. "You'd be...Captain America. And you..."he said, pointing at Clark.

"Don't pull me into this, I already told you I'm not with everyone here...probably."

"I don't know CK, why else would you be here?" Alex wondered.

"Yeah, you totally kicked that vampire's butt!" Dawn exclaimed.

"Hey, what about me?" Joan complained "I killed one!"

"_I_ was impressed."

"Thank you Randy."

Clark stopped to turn Joan's theory over in his head. He had to admit, it would explain a few things. Joan seemed to have special abilities, and so did he apparently. He wondered if maybe everyone here had special powers, powers they all used to fight evil like some comic book superhero team.

_Now that just sounds kind of silly._

He briefly considered telling the others about his abilities, but an intense paranoia kicked in._I don't know for sure what my relationship with these people might be. When we get back to normal, who knows what might happen. _

"Why would I be the only one _not_ from California?" He asked.

"Well, maybe you're not. Dawn and I don't have I.D.'s, we might be from somewhere else."

"I don't think do..."Clark said "You talk like pretty much everyone else here, I'm the only one that's different."

_One of these things is not like the others, one of these things doesn't belong._

"There's a 'closed' sign in the window." Tara spoke up, startling Clark, who had almost forgotten that the shy girl even existed. "Why would you, or any of us, be here during off hours unless we knew each other?"

Clark shrugged, the girl had a point.

"Oh, I know!"Anya exclaimed "Maybe you're related to Alex! you're both tall, dark and...well, Clark is handsome."

"Hey!"Alex exclaimed.

Clark coughed a bit, looking back at the floor. _Well, I'm no good with flattery, that's one thing I know about me._

Mr. Giles cleared his throat, apparently a bit unnerved that his fiance had just so openly called another man handsome.

Clark looked Alex over. Was it possible?

"We have different last names..." he said.

"Maybe you guys are cousins?" Willow volunteered.

"...Yeah, maybe." _But why am I here? If Alex and I are related, am I here visiting? Did he ask me here to help? Does he know about my powers and and had me join this team...if that's even what this really is._ Clark ran a frustrated hand through his hair again. There were still too many questions. It was best to not form any theories now, because if he did, he'd just end up twisting facts to suit the theories. "Unless we get our memories back, we'll never know."

He turns to Dawn and asks "Can you make sure everyone has a bottle of Holy Water?"

"Uh, yeah, okay...sure." she seems nervous for some reason, and Clark gives here a smile to try and reassure her causing her to turn a bit red. _Again, strange girl._

"Does everyone have a Crucifix?" Clark asks. Randy raises his hand, indicating that he didn't have one. Clark nods in his direction and tosses him one.

Everyone jumps back in shock as Randy drops the cross, yelping in pain as his face deforms.

"Oh my god!" Alex yells.

Joan runs and tackles Randy to the ground.

"Ow! Bloody hell, what are you doing?" He grunts as she straddles him and pins him to the ground.

She stares at him, confused. "Wait, you don't know who you are."

"Right, none of us do." Randy says, annoyed.

"You're a vampire!"

"How can you say..."Randy looks shocked, and angry at first. Then a contemplative look comes over him. "I, me, a vampire? No."

"Check the lumpies. And the teeth. "

Randy puts his hand up to his face, feels his forehead and teeth. "Balls...I'm a Vampire!"

Joan sits up so she's no longer pinning Randy down, but remains on top of him. "I kill your kind." She says.

"And I bite yours...so how come I don't want to bite you? And why am I fighting other vampires?" He wonders.

_Maybe some bizarre government experiment did something to you, like some sort of surgically implanted chip that keeps you from hurting people._ Clark thinks, before laughing to himself about the absurdity of the statement.

Randy gets a look of revelation on his face, and lifts himself up onto his elbows. "I must be a noble vampire." Joan just looks at him dubiously. "A good guy. On a mission of redemption. I help the hopeless." He chuckles and Clark wonders what, exactly, is so funny. "I'm a vampire with a soul."

Joan frowns at him, contemplating it. "A vampire with a soul?" she makes a face. "Oh my god, how lame is that?"

Joan gets off Randy who stands up and starts pacing.

"I'm a hero really. I mean, to be cast such an ugly lot in life and then to rise above it. To seek out better, nobler things. It's inspirational, isn't it? And the two of us..." He gestures between himself and Joan with a hand "natural enemies, thrown together to stand against the forces of darkness. Lot of trust, no thought of me biting you, no thought of you staking me."

"Depends on how long you keep on yapping." Joan replies with an eye-roll.

"Come on, don't tell me you believe that bull!" Alex yells. "He's one of them...a-a blood sucking fiend!"

"Maybe, but I can't help but wonder, Alex, do you like food?" Clark asks

Alex looks at him as if a giant dancing cabbage had appeared over his left shoulder. "Well, yeah, duh."

"If I were to hand you a piece of metal, would you try to eat it?"

"No, Clark, I'm amnesiac, not stupid."

"So while, whatever happened to us, erased our memories of ourselves, it didn't change anything fundamental about us. It didn't for example, make us forget what our natural diet is."

"So, that's my point exactly. He's a vampire, his natural diet is us!"

"So, stripped of his memories of us, and with only his prime instincts intact, he still didn't attack us."

"But he's not even human!" Alex cried out. Clark swallowed hard. The statement had a powerful effect on him. The thought that he himself wasn't human had occurred to him, though he had avoided thinking about it. But, it seemed more and more likely as time went on.

"How do you know _you_ are?" Clark countered.

"What?"

"How do you know you're human?"

"Because...I mean, I got to be."

"You have no memory. Not even Randy knew he was a vampire. In fact, none of us _know_ for sure that we're human. Joan already displayed super-human strength. We don't know where that came from."

Everyone looked down, and Clark could tell that the gears of thought and fear were turning in their heads. They all woke up sure they were humans, if nothing else. Now, they had no clue, and it was terrifying. Clark could relate, he'd been struggling with that same fear since he had first used his abilities earlier.

_Okay Clark, it's Oscar time._

"The truth is, we don't know anything right now. We can't be making judgment calls on who's good and who's not. Randy hasn't yet attacked any of us, so no one here is going after him. If you try, you'll have to deal with me. Am I making myself clear?" Everyone nodded.

When he spoke again, his voice was much softer. "I know you are all scared. No one here has any clue what to do, no one knows which decisions to make. So that's why we need to be as level-headed as possible."

Clark moved to the center of the room. "Okay, here's how this is going to work. the future Mr. and Mrs. Giles, I need you two to empty the cash register. When we leave, I want to be prepared for anything. Willow, and Alex, I need you two to barricade this door, these windows and any other entrance you can find. Tara, Dawn, Joan, and Randy, I want you guys to split in two groups and search the store for anything else we might be able to use. I want Tara and Dawn to search the upper floor, and Joan and Randy, I need you two to go down into the basement. I'll be checking this floor. Let's get moving."

Everyone nodded and began to go about their tasks, seemingly relieved that someone in the situation was taking control. Clark had absolutely no clue what he was doing, but he knew that something had to be done, and it had to be now.

Alex walked up to him and for a second Clark was prepared for a confrontation. "Look, I'm sorry I kind of freaked on you there. It's just..."

"I know, it's okay." Clark responded. "I sent Joan with him for a reason, if he does get a craving, she should have no problem dealing with him. We'll get through this Alex." Alex nodded and went about his task, and Clark headed toward the back of the shop.

He was in a training room of some sort. He had seen it with his 'x-ray vision' before. It did lend some credence to Joan's whole, 'monster hunter' theory. There was a punching bag, a vaulting horse, various other pieces of equipment for training. Inside a chest, Clark found a huge medieval arsenal.

Clark sat down on the chest and put his hands in his head, breathing in and out slowly.

"Hey." It was Dawn.

"Hi." Clark responded.

Dawn walked toward him, slipping her hands into her pockets. "You okay?" she asks.

Clark opens his mouth to give an affirmative, but stops. "No, not really."

Dawn sits down next to him on the chest. "I know how you feel, this whole thing is crazy."

"I mean, waking up in a totally strange place without any memory _at all_ is crazy. All this other stuff though...it's too much. I mean, evil vampires, good vampires, super-strength and..._kittens_!"

Clark pressed his hands hard against his forehead. His voice choked a bit toward the end of the sentence and now his eyes were starting to sting and water. _Great, just great, now I'm having a breakdown._

Clark felt Dawn's small hand slip into his, fingers interlocking. Clark squeezed her hand a bit and found that he could almost _feel_ every cell in her hand. He was using an infinitesimal fraction of his strength, but he felt the girl's hand flex slightly when he squeezed it. He knew that if he applied too much force, he would break her hand.

_Great, another abnormality._

"I think I'm going a little crazy." He says after a moment's silence. " Every once in a while, I think maybe I really am crazy. Maybe I'm a mental patient and all this is some elaborate mental construction." He was talking faster now, almost desperate, like he expected her to stop him.

"I have no idea what's going on, and I'm trying to remain calm, trying to keep from breaking down. Someone has to. But, there's just too much I don't know, I don't know if I'm making the right choices or saying the right things. Pretty soon that Vampire's going to be back, with an entire army for all we know. We should've left a long time ago, we should've escaped. I should've convinced you guys to take my plan, I should have-" whatever Clark was going to say fled his mind when Dawn started kissing him.

It was slow at first, Clark didn't ever properly register what was happening for several seconds. Then it became more intense, fervent. Clark pulled Dawn close to him and slid a hand up her back and tangled it in her hair. Dawn's hands found themselves on either side of Clark's face.

Clark wasn't sure how long it lasted, but when Dawn pulled away she drew several long breaths. Clark realized he had been holding his own breath the entire time, and found that it didn't bother him too much. He drew in a long breath anyway.

"S-sorry." Dawn mumbled. "Uh, I don't know...why I, I mean...you looked like you needed it."

"...I probably did. It was preferable to a slap in the face, that's for sure."

Dawn laughed a bit and calmed down. "I kind of know what you mean, about the crazy thing, not the slap thing. Sometimes I think that none of this is real either, that it's all a dream, but, I don't know how to explain it." she looks at him "I'm pretty sure that, if I was a hallucination, I'd probably be telling you I was real too but, I just have this weird feeling, like it's all kind of familiar. Besides, I know that _I'm _not hallucinating."

"Oh yeah, how?"

She hesitated for a moment, as if she were gathering courage to say something. Which was rather surprising considering what just happened. "I know this isn't a hallucination because, I could never imagine up someone as gorgeous as you."

Clark wasn't entirely sure what to say, so he just laughed. "uh...yeah. Thanks, Dawn."

Clark stood up and paced a bit. When he looked at her, she seemed different somehow, even prettier. He wondered if it was because he knew she liked him that made her seem more attractive.

"There's something else." he said to her.

She looked up at him with an unspoken question in her face.

"Turns out, Joan isn't the only one with...special abilities."

He sees Dawns eyes widen a bit, and he speeds behind her, tapping her on her shoulder, causing her to jump up.

"Whoa!" she says.

"Yeah...kind of supports the idea of a superhero squad doesn't it?" Clark said. He felt very nervous now. He had gone against screaming instincts and told Dawn about his abilities, and now he was waiting for a reaction.

"Why didn't you say anything?"

"I was confused. I didn't know who to trust or...what you guys might think of me." Clark looked down at his shoes. "I mean, you heard what Alex said. I was afraid, maybe you guys would, be afraid of me."

When Clark looked up again he found that Dawn had risen and was standing very close to him.

"You don't need to be scared Clark, you can trust me." She kissed him again, and it was much slower this time. Clark let it draw out, putting aside all his worries of the past few hours and just enjoying the closeness.

"Clark!" Dawn's voice was panicked, and Clark opened his eyes. They were hovering about three feet in the air. As soon as Clark realized what was happening, it ended, and they both toppled to the ground.

Dawn started laughing and Clark soon found himself laughing along. "That was something else." She said.

Clark smiled at her, but the smile turned into a frown. "Dawn...I think it's best we not do that again."

She looked confused. "What, the flying?"

"No, the other thing."

"Oh..." she looked hurt.

"Look, it's just that...we don't have our memories, I mean, what if we're, involved with other people. I wouldn't want us to do anything else that we might regret later."

"Anything else? So you regret that?"

"No, poor choice of words, that's not what I mean..."

"It's okay Clark, I know what you mean." She said. She got up and headed for the door, not looking at him. "I agree, it's probably for the best." She sounded miserable.

Clark wanted to call after her, but didn't have anything to say. _dammit_ He thought.

He watched her and the others with x-ray vision, when he noticed a group of figures heading toward the store.

_Double dammit._


	5. Chapter 5

**Disclaimer:** I do not own Buffy the Vampire Slayer or Smallville.

**Author's Note:** Hey, so remember that time in the last chapter where Clark correctly guesses about Spike's chip?

Okay, sorry, that was my attempt to be funny. I'm pretty sure dramatic irony is the one where something is ironic to the audience because the character says something, and we know it's significant, but they don't.

Yeah well, so that backfired.

Moving on...

Clark stepped out of the training room, dragging the weapon chest behind him.

"What'cha got?" Joan asks him. He opens the chest and she stares at it.

"Holy cow!" she exclaims, before pulling a longsword out of the chest. "Ooh, shiny!" She swings the sword around experimentally and the others come over to take a look.

"Are those legal?" Alex asks.

"I'm quite sure there is some permit of some sort...somewhere.'' Mr. Giles says as he removes his glasses and cleans them.

"Hey, Big Red!" Randy calls from the window.

_Is he talking about me? _Clark wondered. Randy turns around and seems Clark's look of confusion and rolls his eyes. "Well who else you big, walking stop sign? Get over here." Randy waves Clark toward him urgently.

Clark joins Randy by the window and looks out.

"There are four vampires standing outside, and something else. What the hell is that?" Clark informs everyone.

"The boys want to taste blood, boss. They wanna break down the door." It was the vampire that had escaped before.

"The boys are barbarians. There's no need to do that. The Slayer and her friends will turn on him soon enough. And if they don't, we'll burn the place to the ground." The freaky shark-thing responded.

"Looks like Jaws knocked up some life guard and made _that_ thing." Randy said. Everyone came over to the window to get a peak and Clark stepped away to give them space. He accidentally bumped into Dawn, but she didn't respond to him when he mumbles a "Sorry."

_Fantastic, because romantic complications are exactly what I need right now. Focus, get through this first._

The strange shark creature was pacing back and forth holding a lit cigar. It was wearing a rather expensive looking suit.

"What do we do?" Tara asked.

"Okay. I've got a plan." Joan looks at Clark who nods in assent.

"Let's hear it."

"They seem to want Randy, and I seem to be pretty strong." she pauses and smiles "Wicked strong. So, you guys go through the sewers to get to the hospital, and Randy and I'll give the monsters a run for their money."

"That's your plan?" Randy asks.

"Sounds a little familiar doesn't it?" Clark asks, smiling at Joan.

"Oh, right...well, it's different from your plan from before. I mean, I have super-strength!"

Clark noticed Dawn look at him for the first time since the incident in the training room. She was trying to tell him that he should reveal himself.

Still, something powerful told him to hold back. He wondered if it was a fragment of a memory telling him to conceal himself, something from before. Then again, it could just be his paranoia.

But one thing Clark did know was that he wasn't about to let someone get hurt just to protect his identity, not if he could help it. He would tell, if it came down to that.

"Sorry Joan, but I'd rather not let anyone take unnecessary risks."

"But..."

Clark put a hand on her shoulder. "Joan, What I need from you now, is for you to trust me, please."

She hesitated a moment, before answering "Okay, what's the plan."

Clark found some paper and a pen and wrote down directions and handed them out to people.

_First, I need to stall those guys while everyone gets ready._ Clark thought.

"Who's out there?" Clark called.

"Call me Fin." The shark thing responded "Who am I talking to?"

"I'm just a business man, like you Mr. Fin. I'm sure that, with us being two, reasonable, business people, we can come to a...civilized solution to our problem."

"I like that idea very much. Tell the Slayer that I don't want any trouble, I just want what's rightfully mine."

"Well, Mr. Fin, it seems I have something you want, so the question now is, what do I get in return?"

"Look, you clearly don't know who you're talking to. I don't _have_ to get you anything."

"True, but... I don't think you're a barbarian, Mr. Fin. Besides, you seem to forget that I have the Slayer, so, you sure you want to compare muscle?" That was a shot in the dark, but Clark was pretty sure that Joan was the 'Slayer' that seemed to make these vampires so nervous. After all, slaying is something you do to monsters, Joan had super-strength, the creature had said 'the Slayer and _her_ friends', 2+2.

"Okay, so what do you want Mr..."

"Call me Cole. And what I want, Mr. Finn, is $10,000."

"$10,000? You must be joking, I could buy a hundred, no, a thousand kittens for that price!"

"Maybe, but you wouldn't have the satisfaction of going to work on the guy who owes you."

"Ha, Spike is hardly worth ten thousand."

"Okay, five."

"Two."

"Three"

"Two and a half, and that's my final offer."

Clark hesitated a moment, then said "Okay, two and a half thousand it is. Come on in, and I'll give you Spike." His voice faltered a bit on the last line, and he closed his eyes and exhaled slowly.

"Do you think I'm stupid, Mr. Cole? No way I'm going into the Slayer's headquarters. You bring Spike outside."

Clark hesitated for a moment, trying to think. "What's wrong, Mr. Finn, don't trust me?"

"A person didn't come to keep my position as long as I have by being trustworthy. Spike isn't worth the trouble, trust me. Just, send him out, and I'll take him of your hands."

Clark didn't answer immediately, trying to think. When The shark creature spoke again, it sounded impatient. "Look, Mr. Cole, either you send out Spike, or my boys burn the place to the ground!"

"Okay, okay, fine." Clark opened the door, pulling Randy, who had a paper bag over his head, outside.

"Ah, there he is. I admire your attempt Mr. Cole, but it takes skill to pull a fast one on me. Maybe in a few hundred years."

"Yep, well, looks like you caught me Mr. Fin, too smart for me I guess." He pushed Randy slightly in front of him "Well, here you go, this is who you're looking for."

If the shark thing's eyes could have narrowed, Clark figured it would be doing just that.

"What do you take me for kid?" He turns to one of his vampire minions. "Check him."

The vampire walks slowly up to Randy and reaches to pull the paper bag off his head.

_And the Oscar goes to..._

The vampire pulls off the bag, revealing Alex, who's cheeks were bloated like a nut carrying squirrel's.

Alex immediately spat out the holy water he had been holding in his mouth into the vampire's eyes. The vampire screamed and stumbled back into the other ones. Clark grabbed onto Alex and pulled him back as Joan and Randy, who had snuck onto the roof via a fire ladder while Clark had distracted the bad guys, dumped a cauldron they had found in the shop and filled with whiskey, Scotch, vodka, rubbing alcohol from first aid kits, and essentially any flammable liquid they could find in the shop.

As the vampires and the shark thing were doused in alcohol, Clark pulled out a lighter Randy had found in his jacket and lit it. He briefly thought about trying to say something clever like "Need a light?", but something told him that witty banter was not really his style.

Clark threw the lighter at the ground and a fire quickly spread and engulfed the vampires and their boss, who all ran around howling and screaming. Clark and Alex ran back into the store and slammed the door closed.

After a while the screaming stopped and they were joined by Joan and Randy.

"Ha, that was bloody brilliant! You sir, are a genius."

Clark smiled lightly at Randy. He didn't feel very well, he was kind of noxious and he felt rather sweaty. He wondered if he some kind of fever. _No, that's not it. I know why I feel so bad._

"Clark, are you okay?" Joan asked, a worried frown on her face.

"Yeah CK, you look a little green around the gills there."

"I'm okay...sort of. It's just...I mean, I know they were the bad guys and all...actually, scratch that, I don't actually _know_ anything but...even if they were, that was brutal."

"Hey, you did the right thing. Those guys were going to kill us." Joan tries to comfort him.

Clark smiles slightly at her.

"I know, but still, doesn't change the way I feel."

"You want to take a breather?"

"No, I'll be okay, we need to get our memories back ASAP." Clark stands up, a little shaky at first, then he pushes the incident into the back of his mind, deciding to deal with it when he is himself again. "Come on, let's go check on the others."

Meanwhile in the basement...

"How are you doing Dawn?" Willow asks.

"Uh, I'm okay. It's scary ... but, weirdly? Kind of familiar." Dawn answers

Willow frowns a bit . "I know what you mean."

"How are you?"

"A little confused. I mean, I'm ... all sweaty ...no memory, hiding in a basement while our possible friends and my possible boyfriend go and fight vampires."

She pauses, looks over at Tara, then back at Dawn, still frowning.

"And I think I'm kinda gay."

Dawn's eyes widen a bit and her eyebrows lift in surprise, not entirely sure what to say.

At that moment, the trap door that leads to the sewers is thrown open and a vampire jumps out right next to Willow and Dawn. They both scream and Willow pulls out her Crucifix and holds it in front of her. The vampire recoils and lashes out, knocking Willow away from it.

Willow stumbles backwards and into Tara. They both fall and Willow lands on top of her. A dark green crystal falls from a small pouch on Willow's waist and goes sliding across the floor.

The vampire lunges at Dawn, who jumps back and hurls holy water from her bottle at the vampire. It snarls clutching its face when Giles and Anya run up and start throwing their water on it. The vampire staggers away from their crosses and holy water and trips over its own feet.

As soon as it hits the floor, Giles runs up and stabs a stake through its heart and it gives one last cry before turning to dust.

Dawn, Anya, and Giles take several deep breaths, each trying to calm their rapidly beating hearts.

"Well, that, uh...that was a...rather exhilarating experience." Giles said as he rose, smiling like a young boy.

At that moment, the door to the basement burst open and Joan, Randy, Alex, and Clark run in.

"What happened, we heard screaming!" Joan exclaimed.

"A vampire attacked us, but Rupert here rescued us." Anya said, her voice dropping sensuously as she said the second part of the sentence.

Mr. Giles looked bashful "Oh, um, it was...it was nothing really."

Anya moved closer to him "My Hero." she says, and they began kissing.

"Oh god, get a room, or at least a closet!" Randy says as he looks away.

"So, everyone is okay then?" Clark asked.

"Yep!" Dawn answers. Clark smiles at her, and she smiles back, at least until she seems to remember that she was supposed to be angry at him or something and looks away.

Clark sighed _I just can't catch a break today. Is my life always like this?_

He notices Willow and Tara laying atop one another, with their faces awfully close together.

_Okay..._ Clark thinks. He sees Joan walking toward Dawn and sees that she is about to step on a strange, dark green crystal.

"Hey Joan, watch - " His warning was washed away as Joan stepped on the crystal, and all their memories came flooding back.

The return of their memories was almost as destabilizing as the erasure. Everyone stopped whatever they were doing as their memories all returned en masse. Suddenly, Tara pushed Willow off her. Giles and Anya both stop kissing and their eyes fly open in shock. The both pull away as if struck by lightning and Alex started laughing.

Everyone looks at him and he stops. "Sorry, I just got back the memory of seeing King Ralph." He says. Then they all seem to become aware of something at the same time and all turn in unison to Clark.

He was gone before their heads were even half way around.

Clark was running through the streets of Sunnydale, an invisible blur to everyone. His thoughts were scrambling around crazily, trying to adjust themselves, like a first time skater on an ice rink.

_Vampires are real._

_Some random girl knows my secret, or part of it anyway._

_Vampires are real._

_I killed vampires, which are real._

Clark skids to a complete stop as his most horrible thought of all occurs.

_Vampires are real. Vampires are real and CHLOE IS OUT LOOKING FOR THEM!_

Clark broke into a dead sprint and covered half the town in thirty seconds looking for Chloe. He found her in an alley outside a club called 'The Bronze', a dark haired man in a leather jacket was biting into her neck.

"Chloe!" Clark yelled. He ran over to the vampire, picking up what appeared to be a broken piece of a wooden bed frame, and stabbed it through the heart. It burst into dust and Clark caught Chloe as she started slumping to the floor.

Her eyes opened slightly.

"Clark?" She asked before she lost consciousness.

"Chloe, Chloe?" He shakes her slightly but she doesn't wake up. He feels her pulse and finds a faint one. Picking her up, Clark speeds away to the hospital.

"I need help, she's lost a lot of blood!" Clark called as he stormed into the reception area."

A nurse runs over and takes Chloe from him.

"What happ-" she starts to say, but she sees the puncture wounds on Chloe's neck and stops talking.

"We'll take care of it sir, you should go sit down." She says to Clark, who watches in helpless frustrating as Chloe is carried away by doctors.

_Dammit._

_Dammit._

_Dammit,dammit,dammit!_


	6. Chapter 6

**Disclaimer:** I do not own Buffy the Vampire Slayer or Smallville

Clark figured he might have actually started pacing at a fraction of his super-speed, because he noticed odd looks coming from the other people in the lobby.

He sat down in a chair and try to calm himself. It was no use, soon enough he was running his hands through his hair and repeatedly tapping his foot.

Another of the staff had been with him earlier, asking him medical stuff about Chloe, stuff he didn't have any clue about, but he had told them where she was from and what hospital to contact and the man went away, leaving Clark alone again.

After a span of time Clark would describe as 'forever' but was really more like half an hour, the nurse that had taken Chloe came up to him.

Clark nearly jumped out of his seat and had to struggle to keep himself from running to her.

"How is she? Will she be okay? Can I do anything?" Clark said, taking a few steps back when he realized he was being overbearing.

"Your friend has been stabilized, we're giving her a blood transplant. She is still unconscious, but she's stable." The nurse replied.

Clark let out a sigh and walked back to his chair, which he practically fell into. A long breath later, he looked back up at the nurse.

"Thank you." He said earnestly.

She nodded and left him.

_Crisis number one averted_ he thought.

Now, there was still the question of all the other things that had happened that night. Vampires, memory loss, some girl knew his secret.

Clark felt very ill. He tried to get up, only to find that he couldn't move. It was like his body had just shut down on him.

_Maybe it has the right idea_ Clark thought, as his eyelids began drooping _my problems will still be there in the morning._

* * *

The glare of sunlight passing through the hospital window hit Clark square in the eye at 7:23 A.M.

He almost jumped out of his chair when he didn't immediately recognize his surroundings.

He saw a plump, middle-aged, blonde woman in blue scrubs sitting at the reception desk. Rubbing sleep from his eyes, he got up and walked over.

"Excuse me, do you know how long I've been here?"

The woman didn't look up from her desk, where she was filling out some paper work. "Been there since I got here kid."

"...and, no one woke me up?"

"You have a friend who was in intensive care, we decided we'd let you be. 'sides, not safe walking home at night here anyway, gangs abound."

"Wait, what do you mean Chloe _was_ in intensive care, she didn't, I mean, she's - "

"Easy kid, she's okay."

"Can I see her?" Clark begged.

"Sorry, it's too early. She's still asleep, besides, visiting hours don't start until 10 o'clock." She looked up at him for the first time. "Look, you should go back home, get yourself a bite to eat, maybe watch some TV. Come back around 10 and then you can see your friend, if she's up."

Clark nodded and tried to smile at the woman, but she had already gone back to her work.

After walking around a bit, Clark had found the same coffee shop where he had eaten the morning before. He ordered a blueberry muffin and some coffee and found a table.

A few moments later found Clark staring absentmindedly at a half eaten muffin. His mind was strangely blank, and he was barley even aware of anything that was happening around him, or even aware of the fact that he was spacing out.

"Penny for your thoughts?" Came a familiar voice, causing Clark to jump slightly. He turned to see Alex looming over him.

_Oh, crap._ Clark thought, trying to decide whether to run or not. He didn't know if Dawn had told everyone else about him. His eyes shifted around the cafe, looking for an exit.

"Whoa, settle down man, I'm not going to bite." He said, sitting down opposite Clark.

"Alex, how did you find me?" Clark asked.

"I wasn't _looking_ for you or anything, I just saw you in here when I came in. And, call me Xander..._please_" Alex had his own cup of coffee, and Clark noticed he was wearing a tool belt.

"Uh, okay...Xander...um..." Clark struggled to find something to say.

"So...you okay? You had us worried."

"Uh, yeah, I guess. Sorry I ran out on you guys."

"No, it's okay. I know how you feel. I've been dealing with this so long, I guess I can forget how crazy it is to normal people."

_Normal_, _so Dawn didn't tell them._ Clark almost sighed with relief, but he stopped himself just in time.

"Yeah, I guess it was all a bit much."

"Still, you did much better than my first time with vampires. I freaked, but you...well, nice job." Xander looked at him appraisingly and Clark tried to will himself to shrink. After a moments silence Xander spoke up again. "So, now what are you going to do that the big, fangy cat is out of the bag...and that just gave me a mental image of vampire cats."

Clark looked down at his coffee. What _was_ he going to do. He didn't know, and he'd figure it out later, but now he had to give an answer that would get this guy off his back and lessen any chance he'd be discovered. "I actually kind of want to go back home and forget this thing ever happened."

Xander nodded sympathetically. "I get what you mean, sometimes I wish i could just turn away from it too. Especially tonight, I think the only way I'll ever get the image of Anya kissing Giles out of my head is to bleach my eyeballs."

At Clark's confused look he adds "Anya wasn't Giles's fiance, she was mine."

"Oh..." Clark responds, his mouth hanging open slightly. _Well, that's...something._

"So, I should give you a few tips I guess. Okay, avoid going out after dark, especially here, and don't ever invite people into your house, even with a welcome mat. Vamps can't get into you house without an invitation."

Clark nodded and then a horrible thought occurred to him. "A friend of mine was bitten last night! Is she, I mean, will she-"

"Turn into a vampire? Is she still alive?"

Clark nodded.

"Then no, she'll be fine."

This time Clark really _did_ sigh with relief. Then he noticed the clock, it would be ten shortly.

"Excuse me Mr. Xander, but I should probably get back to the hospital, I need to see her."

"Yeah sure, I need to get back to work anyway."

Clark got up, taking the muffin and coffee with him, then having an idea, he went back and ordered another coffee for Chloe. When he turned he saw Xander was leaving. He turned to Clark and said "Good luck Clark, and be careful."

Clark nodded appreciatively and watched the dark-haired man leave.

Clark took the coffee and began the walk back to the hospital.

* * *

"Clark? Is that coffee?" Chloe's whole face brightened considerably when he stepped in, and Clark felt his own face break into a smile all by itself.

"Well, I figured your recovery would be incomplete without it, and I can't say much about the quality of the coffee here."

"Ha, Clark did I ever tell you that I heart you?" Chloe took the cup from him and let her nose hover just over the rim, inhaling deeply before taking a sip.

"So, what happened Chloe?" Clark asked.

Chloe looked at him and seemed confused. "You weren't there? 'Cause I could've sworn..."

"I wasn't _where_ Chloe? What I know is this, someone found you in an alley _bleeding to death_. They brought you to the hospital, the hospital found a hotel receipt on you, called the hotel, who in turn told me."

Chloe looked lost in thought for a moment. "I can't really remember, but...I think I found one, I think I found a vampire!"

Clark just rolled his eyes. "Chloe, vampires aren't real."

She gave him a hard stare and pointed to the gauze over her neck. "Really, 'cause there are two little puncture wounds here that disagree with you."

Clark didn't say anything. Then he remembered he still had a crucifix in his pocket from when he had run out of the magic shop after his memory had been restored. he took it out of his pocket and quickly removed the price tag, making a mental note to find some way to go back and pay for it.

"I got you something." He said, handing the crucifix to Chloe. Her eyes widened a bit and she looked back at Clark, who just shrugged. "I thought it was kind of funny."

"Oh, th-thank you, Clark." She smiled and Clark noticed a pink tinge in her cheeks.

_Good, that means her blood levels, at least, are back to normal. Though, the stutter might be cause for concern._

"I'll come back later and we can talk." Clark said, and then he leaned over and kissed the top over her head.

As he walked out the door, Chloe sighed and whispered "Clark Kent, you're probably the sweetest guy ever, but sometimes, you're just too cruel."


	7. Chapter 7

**Disclaimer:** I don't own Buffy the vampire Slayer or Smallville

_They got rid of the body…_ Clark noticed as he stood in front of the Magic Box.

He knew that those creatures last night wouldn't have hesitated to kill him, but he abhorred the taking of any life, and was still rather shocked that, even without his memories, he had been able to kill those things.

Clark had been down since leaving Chloe. When his memories came back, so did his old habits. Now he had no idea what he was going to do to keep Chloe off this.

Chloe's tenacity was her best and her worst quality. If she thought she had a story. She would pursue it relentlessly. However, she could often develop a type of tunnel vision, not perceiving any danger to herself or properly considering the consequences of her actions.

Clark knew she would keep at it as long as she could, and he was going to have to do something.

_And by 'something', I of course mean 'lie'. _Clark's head dropped a bit and he stared at the pavement. He had no doubt that Chloe, even with her tendency to get in over her head, could take good care of herself. But this was different; it was on a whole other level.

He knew there was a very good chance she could get hurt, or worse, if she tried to go expose the vampires, and as patronizing as he knew it sounded, he knew he would need to protect her.

_And if that means I need to protect her from herself by lying to her, well… gotta take that cracker however it crumbles._

He walked in and Mr. Giles looked up at him from a table, startled.

"Mr…Kent, is it?" He asked, a little off guard.

"Uh, yeah… I left the store with a crucifix last night when I…ran away. I decided to keep it, so I'm here to pay for it."

"Oh well, that's…that's very noble of you." Mr. Giles said, smiling at him. "But, really, it isn't at all necessary, you did save us yesterday."

"Thank you Mr. Giles, but just because I did good, doesn't mean I deserve a reward."

"I see I'm not going to convince you to accept my good will."

"I've always been uncomfortable receiving gifts."

"You're a rather modest one aren't you? Very well Mr. Kent, but I should say to you that, often accepting gifts from others is as much a show of your appreciation as trying to repay them, greater even."

Mr. Giles walked over to the cash register and Clark moved to meet him there.

"Some words of wisdom for the road?" Clark asked, smiling slightly.

"I'd hardly consider myself worthy of dispensing wisdom Mr. Kent, I'm not _that_ old."

Clark laughed a bit and Mr. Giles joined him. Clark showed him the price tag he had pulled off the crucifix and paid for it. There was a moment's pause as Mr. Giles put the money in the register.

"I'm sorry." He said.

"For what?"

"That you got caught up in…all of that."

"It's okay."

"Still, you did very well."

"Yeah, well…that wasn't really me. Besides, I think you guys would have been just fine on your own."

Giles looked at him confusedly. "What do you mean it wasn't you?"

Clark paused. He wasn't entirely sure _what_ had made him say that out loud, but he knew it was true. Clark shrugged his shoulders "I'm not sure exactly what happened. But the person you all met last night was not really me. I mean, it was me, but, I'm not usually like that."

"Like what?"

"You know, commanding, in control, crafty…" _trusting, _Clark thought.

The Clark Kent of last night had had many of Clark's fears and insecurities, but he had faced them head on, and when he didn't, he had come up with clever ways to get around them.

"I think you underestimate yourself Mr. Kent. After all, that other personality came from you, he's still in there. You just need to reach him."

Clark considered this. In a strange way, he almost missed the night before. He had been afraid and confused, but things had been extremely simple in a way. He had only really needed to think about surviving, find the steps to get out of the crisis. And with a Vampire and a…whatever Joan had been, he had felt oddly like he, with his own bizarre abilities, had belonged. Clark had little doubt that if they hadn't gotten their memories back when they had, he would have told them about himself.

"Um, Mr. Giles, I have no right whatsoever to pry, but I was just wondering…what _is_ Joan?"

Mr. Giles eyebrows bunched up as his face twisted in confusion. Then he burst out laughing. Seeing the confused look he had had moments ago transfer to Clark, Giles stilled his laughter enough to say "Her name isn't Joan, it's Buffy." 

"Oh…seriously?"

This only caused Mr. Giles to laugh even more. When he finally calmed down, he removed his glasses and started cleaning them,, wiping his eyes in the process.

"Thank you Mr. Kent, I needed that. As a matter of fact, looking back on it, it was all rather hilarious…Randy Giles." He snickered, wiping a tear away from his eye. Giles looked at Clark for a moment and then his voice shifted a bit and Clark was reminded of a school teacher giving a lecture.

"Buffy is The Slayer. _In every generation, there is a Chosen One. She alone will stand against the vampires, the demons, and the forces of darkness. She is the Slayer._" He recited. At Clark's bewildered look Mr. Giles smiled a bit before adopting a more conversational tone. "Sorry, years of Watcher regimentation, it's a bit of a reflex. Basically, a long time ago a girl was imbued with mystical powers so she could fight against evil. There are many potential Slayers all over the world, and whenever the current Slayer dies, another one will be called in her place."

"Sounds lonely…" Clark said.

"Ordinarily, it is. It is rather unprecedented for Slayers to have social lives."

"So, the others, who are they?"

"Buffy's friends. Willow and Xander simply found out, and Tara was told. Dawn…well, Dawn is complicated."

"And is it okay, for these people to know?"

"Truthfully speaking Mr. Kent, Slayers often have short, brutal lives…with harsh deaths. Buffy is possibly the most successful Slayer in history. I have little doubt that the existence of her friends is the reason for this."

"But aren't you afraid? What if the wrong person finds out? It could make her a target; make her loved ones a target!"

"True, but the Slayers have never really been hidden. The fact that Buffy is the Slayer is all but common knowledge."

"What about me? Why are you telling _me_ all of this?"

Mr. Giles removed his glasses and wiped them. "Well Mr. Kent, I am telling you because you are innocent in all this. You were dragged into a terrifying world yesterday. A world where nightmares roam free and even inviting someone into your home is potentially lethal. I just wanted to let you know that all isn't hopeless; there are people who exist who fight to protect the world. It isn't all just monsters and madness."

Mr. Giles had become rather solemn, almost wistful, and an uncomfortable silence settled in the shop.

"You care about them a lot don't you?" Clark asked hesitatingly. He didn't want to push the envelope, but he felt like there was something here. There was something in these people's story that he needed to see, something that could maybe help him find his own way.

_As soon as he gets uncomfortable, I'll back off_ Clark thought.

"Well, yes, I am, or rather was, Buffy's Watcher." Mr. Giles said. Then, realizing Clark probably had no clue what a Watcher was, explained "As a Watcher, it was my job to…well, watch the Slayer. I was to help train her, and also use my own expertise of the occult to aid her in her battles. Originally, I thought that it would be best for her to remain hidden, but looking back, I'm glad she didn't. If it weren't for her friends, Buffy would probably have died a long time ago."

Mr. Giles became silent again and Clark felt the sad silence return. It seemed he was touching on some tender issues.

"Thank you Mr. Giles…for everything." Clark said. Mr. Giles nodded to him, but seemed to be someplace else. Clark turned and left the store.

He continued walking around the town, thinking over what he had learned.

_Buffy let people know her secret, and wasn't any worse off for it. But it's different from mine. Somehow I think the revelation that you're a chosen girl destined to fight evil would go over better then being an alien. _

Clark paced the streets until he stumbled by one of the town's many cemeteries. There was someone there, only one person.

"Uhh…Dawn?"


	8. Chapter 8

**Disclaimer**: I do not own Buffy the Vampire Slayer, Smallville, or any of the characters.

**Author's note:** Sorry for the long lack of updates...School, 'nuff said. I'd like to thank _A Fine Frenzy _and_ Keane _for providing the soundtrack for this chapter.

Dawn whirled around to face Clark. Upon seeing him, her eyes widened and her pulse quickened, and not in the good way.

"Y-You..." she stuttered, her eyes darting everywhere "W-What are you doing here?"

"Dawn, you don't need to be scared." Clark said calmly. It didn't have much effect.

"What are you? What do you want with me?"

"Nothing! Dawn, just listen...please."

She did calm down a bit, but continued eying him warily. Silence reigned for a while, and Clark noticed the grave stone she was standing in front of. It read "Joyce Summers".

"Who was she?" Clark asked.

"My mom." Dawn whispered.

_Of course she was_ Clark silently cursed his own stupidity. _A girl standing alone in front of a gravestone, of course it's someone important to her you idiot. On what planet is asking someone about a grave a good idea?_

_Apparently the one I come from_ Clark answered himself.

"I'm sorry."

"Don't - "

Clark looked at her.

"Is there anything you can do?"

"What?"

"My mom died last year, is there anything you can do?"

Clark looked at the ground in front of the stone. "No." He responded.

"Then don't apologize."

Silence settled over them again and they continued to stare at the grave.

"Thank you..." Clark began. Dawn looked up at him confused. "You didn't tell them about me." he elaborated.

Dawn looked away again. "Yeah well, it actually kind of slipped my mind. After we got our memories back...things got 31 different flavors of bad."

"Oh...and if they hadn't?"

"Then I probably would'a tattled."

"Oh..." Clark was silent again. This conversation wasn't going exactly as he'd hoped, then again, he hadn't had any real plan going in.

"...It's nothing personal Clark, you seem like a nice enough guy, but I met a nice guy once, he tried to get all sucky on the first date."

"Uh..." Clark really had no clue how to respond to her.

"I had to dust him..." Dawn all but whispered this last part. Clark didn't say anything for a while, just let the silence reign on.

"Dawn, I know I have no right to ask this of you, I know you have no reason to trust me" He turned and looked at her intensely "What you know about me, it could destroy my life. I'm begging you, please don't tell anyone."

It was his desperation that got to her. His eyes were practically shimmering, and Dawn found herself averting her own eyes feeling strangely ashamed, like she had just seen something private. Then her eyes widened in terror and the next thing Clark knew, she had grabbed at his wrist and pulled him behind the headstone.

Dawn quickly scooted her back up against the headstone and mouthed the word "Hide".

Clark rolled over to the next headstone and crouched behind it. "What are we hiding from?" he whispered.

"I think I saw Buffy! I'm supposed to be in school right now!"

"Are you sure it's her?" Clark asked.

"I don't want to look."

Clark took a peek at super-speed and saw that it was, in fact, Joan.

_Buffy_ he corrected himself.

Dawn was having a panic attack. On the Dawn Summers Panic Attack Measurafire, this would be listed as "Permanent House Arrest Without Any Possible Contact With the Outside World, and No Chance for Parole."

She was already trying to think of an excuse to use on Buffy.

_"School was let out early..."_

No

_"I missed the bus..."_

Dawn didn't take a bus.

_"A demon! A crazy, fangy, clawed demon chased me out of school...and into a graveyard..."_

Not likely.

But in the next second, the whole world blurred out of focus and Dawn found herself in the woods. It had all happened so quickly, it took her several seconds to realize she wasn't on the ground. She felt a light pressure on her back and under her knees and when she turned to her right, she found herself staring at a wall of blue. Following it up with her eyes she found Clark's face. He was carrying her.

"Hi..." he said nervously.

"Uh?'' Dawn muttered, still confused as to how she had ended up in this situation.

"Um...so, I'll just put you down now?"

"Yeah, I think you should do that."

Clark gently lowered her to the floor, but she still stumbled a bit. Clark caught her and held her by the arm.

"I'm okay." She muttered unconsciously. Clark let go of her arm and Dawn stood a bit straighter.

"Where are we?" she asked.

"The woods outside of town."

"How did we get here? Did we teleport or something?"

"Umm..."

Dawn turned on him, a spark of defiant anger flashing in her eyes. "Look Clark, if that's really your name, you show up in Sunnydale _and _you have super-powers. In my experience, that generally equals demon. So there's really no point trying to be all evasive."

"Hey, whoa, I'm _not_ a demon." Clark said automatically.

"No?" Dawn raised an eyebrow at him "Prove it!"

"What? How can I possibly do that?"

Dawn stopped for a moment. It was a valid point. "Okay, if you aren't a demon, what are you?"

"I'm... just different, I guess." Clark looked dejectedly at the ground and his hands snaked into his pockets. He looked back up at Dawn "Dawn, I'm sure for a normal person, meeting someone who can do what I can do is scary enough, for you even more so when you live in a world full of scary things I can barely imagine. But you need to believe me when I say that I don't want to hurt anyone." He paused and turned away from her, a hand leaving his pocket to run through his hair. "I didn't _want _to be like this, all I've ever wanted was to be normal"

Dawn couldn't help a pang of remorse that hit her. He looked so sad, his eyes, the strangest shade of blue she had ever seen, were almost glimmering with emotion.

_Very beautiful eyes..._ Dawn immediately retracted the errant thought _Bad Dawn, you need to think this through with the non-hormone clouded part of your brain._

"So, what are you exactly? And don't say 'I'm different' either, not going for non-committal responses today."

Clark opened his mouth to say something, but quickly shut it again, not looking at her.

"Hey, Clark, I'm sure you don't want to tell me, but the cat's already almost out of the bag. Trying to stick it back in will only lead to scratchy hands, so you might as well take it out completely."

Clark laughed a bit and his shoulders relaxed some.

"Besides" Dawn added "I'm sure whatever your deal is, mine totally tops it."

Clark looked at her skeptically. "I doubt that."

"I'll show you mine if you show me yours?" Dawn saw him start pulling back into his shell again and she quickly added "Hey, if you want me to keep your secret, shouldn't I at least know what secret I'm keeping?"

Clark paused, not looking at her, before nodding in ascent.

"Okay...well, I'm from Kansas. I was raised on a farm there...but I wasn't exactly _born_ there." He started, rubbing his hands together and pacing in thought. "How do I put this? I...I am...I'm an alien..." he stopped mid pace, but didn't turn around to see her reaction.

For several, long, arduous moments, the only noise was the rustling of leaves in the wind. The Dawn laughed a bit.

"What do you mean...alien...like, Mexico?"

Clark turned to look at her, his answer written on his face. Her hysterical grin faded "No...didn't think so..."

Silence again.

"That's not so bad. Actually, that's pretty cool!"

Clark's eyes widened in surprise. "So, you're okay with that?"

"Well, yeah, I mean, it's really not that much farther up the weird scale then demons anyway. So, why are you here."

Clark let out a breath he didn't realize he'd been holding. "Well, that's the million dollar question."

"Wait...so, you don't know?"

"No, I don't know anything about where I'm from. I don't know anything about my own people, or why I was sent here. I came here as a child in a spaceship that brought the world biggest meteor storms with it. I don't know why my biological parents sent me away, or if they lost me. Who knows, maybe there was some accident and they lost me, they could be out there right now looking for me." Clark's eyes wandered to blue sky, almost completely devoid of clouds. "Or, maybe they sent me away because they didn't want me in the first place."

Dawn place a hesitant hand on his arm and gave what she thought was a reassuring squeeze. She was rather surprised by the amount of resistance she felt.

_Wow, every boy should be forced to do farm work. Well don, Kansas...Whoa, down girl! _So_ not appropriate right now._

Clark turned to Dawn and smiled gently at her and Dawn felt her stomach twist in a way which she concluded was definitely unnatural.

"Thanks Dawn, but I'm okay. I landed in a great place, and my adoptive mom and dad, they're the greatest parents I could ever ask for. I'm probably way more fortunate than I deserve to be..."

"Still, it must be pretty hard, not knowing where you come from."

"Yeah...my parents try their best to help me, but they're just as much in the dark as I am. I have no clue about anything, and I can't even go look it up. I don't know what my body is going to do, if I'll undergo some sort of metamorphosis...I don't even know how long I'm supposed to live for!"

He turned to Dawn, a genuine smile on his face. "Well, that's the sum of my emotional baggage in under five minutes." He raised a hand and clapped it against hers "Tag."

Dawn gave a brief snort before her hand flew up and smacked her own nose in mortification.

"Okay...Clark, how old do you think I am?"

"I don't know, same age as me I guess. 15-16 or so?"

"Nope, I'm barely a year old."

Clark was shocked into silence_._

"Wait, what...how?"

"Yeah, I used to be some, big, glowy, energy blob until some magic monks turned me into...me. They made me out of some of Buffy's blood and created a whole bunch of fake memories for everyone."

"Why?"

"They were trying to keep this crazy hell-god named Glory from using me to end the world."

Clark was silent for a long time. "Wow...you're right, that does trump my alien thing." He said eventually.

"Yay, I win." Dawn cheered. "So, what's my prize?"

Clark chuckled. This girl was...quite a character. "Um...ice cream?"

"Yes!" Dawn danced in a small circle causing Clark to crack up.

The air had shifted considerably. All the fear and suspicion had been dispelled and both Clark and Dawn found a companionship they had never known before. Here, at last, was someone their own age who they could speak to openly, someone who would understand their secrets, and not care. They spent a long time talking, swapping stories until the sun began to set.

"I still don't know what I'm going to do about Chloe." Clark sighed.

"Would it be so bad if she found out?"

"I don't know. I'd like to think that it would be fine to tell her, that she;d understand, but...old habits die hard. Besides, if Chloe found out about all this other stuff, all the demons and magic, she'd probably go down to hell for an exclusive with the Devil."

"From what I've heard, she does seem pretty tenacious. I can't tell you what to do. If I told you to tell her, it would be hypocritical to the millionth power, since none of my friends know anything about the secret life of this American teenager. Still Clark, how can you ever be good friends with her if you keep lying to her?"

"I know, I know all of that." Clark sighed again. He needed to get back, check on Chloe, make sure she was okay. He couldn't tell her, not yet. All the warnings his parents had given him pushed on him. _Maybe someday_ he thought. But today wasn't that day, and it probably wouldn't do to have her go after vampires. _Even if she did manage to get a story on one, no one would believe her. Chloe's problem is she keeps expecting people will believe the crazy stories she rights. Ironic that those stories are, in fact, the truth. Guess there are some truths people just aren't ready for yet._

"We should probably go back." Dawn stated, watching the sun finish vanishing behind the trees.

"Actually...there is one more thing we should probably talk about." Clark said.

Dawn looked at him, one eyebrow raised in confusion.

"The, um...the thing, in the training room."

Dawn's mouth opened in a silent 'Oh'. She turns away from him as her face flushes. "Do we..._need_ to?"

"I think that would probably be for the best."

"Um, yeah...okay."

Clark was silent, hoping Dawn would start talking

Dawn was silent, hoping Clark would start talking.


	9. Chapter 9

**Author's note: **Hokay, hi again ppl. Contrary to popular belief, I, much like Elvis, am still alive. I've just needed to deal with school, but now it's "summer, summer, time! Feel it in my skin, warmin' up my mind!" So, I've got like, 10^(100^100) ideas, and you can expect to see lots more out of me.

Clark was no stranger to awkward silences. Often in his life when he'd been forced to use his abilities, people had questioned. This however, was an entirely different kind of awkward.

"Why did you…you know…kiss me?" Clark eventually asked. "I mean, you didn't even know me…"

Dawn had trouble remembering a time in which she'd been so very embarrassed. She tried to sort out her own thoughts, wondering why she _had_ kissed him. Looking back on it, it seemed like a really illogical thing to do. Then again, she was a teenager, as she had often explained to her mom; logic didn't kick in until the mid-twenties.

"Well, I don't know. Okay, I think we can both agree that the situation was pretty stressful. Despite all that, you were clear headed, took charge, just acted real cool." Dawn was pacing now, and speaking so quickly that Clark was sure that he wouldn't have been able to keep up if it weren't for his super-powers.

"Then, when you were vulnerable you confided in _me_, and not anyone else. I mean, the only thing you were missing was a white horse and shiny armor. A tough guy with a heart, that's like, fantasy of girls everywhere, how could I not…"

Dawn stopped pacing and jabbed her finger into Clark's chest.

"You know what?" she exclaimed, "I accuse _you_ of trying to seduce me!"

Even with super-speed, Clark's reaction time had a noticeable delay. "Wha-!" was all he could get out.

All Dawn's anxiety seemed to have left her and moved into Clark, and Dawn smiled.

"Yeah, that's it. You were totally trying to get into my pants the entire time!"

"Wha-I…that's…No!"

Dawn kept trying to hold in her laughter, but it broke out in a series of snorts and giggles. Clark realized she was making fun of him, and his stern expression broke the damn and laughter came flooding out of Dawn.

When she had recovered she noticed Clark was smiling slightly himself. He was just so easy to make fun of. In the Scooby Gang, he might as well have a giant target painted on him with the words "Hit the bull's-eye for $500 million" flashing around him in neon lights.

But Dawn became serious again when she remembered the conversation that came after that. She tried to keep her voice distant and uninterested as she asked him "So, is there one? A girlfriend, I mean."

Awkward Silence returned for its encore presentation.

"Well, no, there isn't a girlfriend…but, there is a girl." Clark answered.

Dawn chest seemed to shrink painfully, and when she spoke again, she did her best to convey as much nonchalance as she could muster. "Oh…well, yeah, I figured there would be. Me too…" Dawn's composure broke as she rethought the last sentence. "Ah, not girls, I mean…guys, there are guys…oh, but, not at the same time or anything! Argh, dammit, you know what I mean!"

Clark couldn't help but laugh a little, which made Dawn scowl at him and stick out her tongue.

"Yeah, well, things are complicated…" he said.

Dawn's mood dropped even lower, it was somewhere below her knees at this point. _Oh god, he's not going to start talking about her is he? What if he wants my advice on how to get her to like him? Oh, stop it, Dawn! What are you so disappointed for anyway? Cut it out, it's stupid and lame! You had to have already known that nothing could possibly have happened anyway._

Fortunately for Dawn, Clark didn't much feel like talking about Lana, or Whitney, or any of the mundane problems he faced. For some reason, they seemed to be the hardest ones to solve.

"It's getting late, we need to head back. People might be looking for you, and I need to keep Chloe out of trouble."

"Yeah, we were out here for a while huh…say, how long are you here for?"

"My bus leaves tomorrow."

"Oh…" The last of Dawn's inner strength left, and she began to cry.

"Dawn, what's wrong?" Clark asked, alarmed. Had he said something?

"Why does this keep happening?" Dawn sobbed "everyone is leaving me. Mom, Tara, Riley, Giles! Now even you! Is there something wrong with me? Tell me please, I can change, I can, please just don't…" Dawn knew she was being nonsensical. There was no way her begging could make any of the people close to her, much less _Clark_, who had just met her, stay. _Still, wouldn't it be something if they did?_

Clark was embracing her and she buried her face in his shirt. Her sadness was slowly replaced by mortification over her breakdown. She felt queasy now, but Clark didn't call her out on it.

"I'm not leaving, Dawn, not really." He eventually said.

"What?"

"You want to know what one of the good things about being as fast as me is? There isn't really such a thing as a long-distance relationship. To me, California is just a morning jog away from Kansas."

Dawn laughed a bit and wiped her arm across her eyes.

"Thanks, Clark…I'm fine now."

"You sure?"

"Yeah…let's go back."

Clark let Dawn climb back onto his back, and right before he took off, he turned to her and said "This might be hard for you, but, try to keep your mouth closed, a bug could fly in."

Dawn slapped his arm, and he laughed as he took off in a blur.

The rest of the night for Clark consisted of following Chloe around and keeping her away from vampires. A part of him was riddled with guilt when he saw his friend's disappointed face.

The next day he spent with Dawn. They had gotten that ice cream he had promised her, and Clark spent a lot of time wondering if waiting around for Lana was really worth it.

After all, Dawn already knew who he was and accepted him for it, something he had always been worried that Lana would never be able to do. And besides, there was Whitney, and Clark always felt bad that he wanted Lana so badly, even though she was with Whitney.

But Clark didn't make a move, and the day passed by.

Soon enough, Clark found himself at the bus station. Chloe was already on the bus, and Clark was waiting for Dawn. She had told him to wait for her to see him off.

Soon enough, Clark saw her bobbing toward him with a big smile on her face.

"Hey there, Superboy!" she exclaimed.

Clark groaned at the new nickname Dawn had seen fit to bestow on him. "Stop calling me that."

"Stop getting so bothered by it and maybe I will."

Dawn jumped onto Clark and threw her arms around his neck.

"And shrink, would you!" She exclaimed.

"Hey, it's not my fault the Summers women are short."

Dawn faked a gasp of indignation and slapped his shoulder.

"See ya tomorrow, Superboy." And then she got on her tip-toes and kissed his cheek.

Clark coughed, and grinned at her, his blush returning for the umpteenth time.

Clark got into the bus and sat next to Chloe, who looked at him suspiciously.

"Who was that?" she asked.

"Uh…just a friend." Clark responded.

"Really." Clark found the sarcasm in Chloe's voice odd. Before he could say anything, Chloe turned away and he thought he heard her mumble "I should have been a brunette."

"What did you say, Chloe?"

"Nothing!"

Clark was a bit surprised by his friend's foul mood, then he felt guilty thinking it probably had something to do with the fact that she hadn't found any vampires.

Half-way to Kansas, Clark sat at his window seat, watching the scenery pass by. Chloe's head was leaned against his shoulder and she was fast asleep.

"Will you ever tell me your secret, Clark?" Clark's heart stopped as he heard her mumble. He didn't move for several seconds, and then he turned to face her and found her still asleep. Clark let an exhalation of relief escape him.

_Maybe someday, Chloe…_

_About a year later_

Buffy's head was pounding like a piston. She opened her eyes as someone shook her gently.

She opened her eyes slightly, taking and met eyes of the oddest shade of blue she had ever seen. The eyes are oddly familiar.

As her sense returned, she took in the rest of the face, the strong cheek bones, the dark hair, the bruise on the cheek.

"Hey, I know you were at the magic box when we lost our memory…you're Calvin."

"Clark, actually."

"What are you doing here?"

"Um, I was just in the neighborhood."

Buffy sprang up, then almost collapsed as pain hit her from everywhere in her body.

"Look, Clark, you need to get out of here, there's this guy…" Buffy looked around, but there was no sign of Caleb anywhere. There was however, a large, wrecked, blue pickup truck parked in the middle of a wall at the end of the hall.

"You're talking about the preacher?" Clark asked.

Buffy whirled on him. "You saw him?"

"Yeah, I hit him with a car."

"…what, like…you ran him over?"

"…yeah, sure…but it won't keep him down long, I say we get out of here."

"Look, Clark, you need to leave town right now, things are really bad-"

"So, why are you objecting to my help? Come on, let's get you back home."

Buffy accepted his help in leading her back to her car, preparing to thoroughly grill him when she returned home…and took a nap…and a 3 hour long shower.

Clark touched his pants pocket, feeling the bulge of his cell phone, in which sat the message he had received earlier today.

"Hey, Superboy, super-speed your but over here as fast as you can. Things are getting ugly!" – Dawn

_The End…and, the Beginning_

**Ending Note: **And, that's how it goes. Can anyone else believe that this story was originally going to be a oneshot? So, I know some ppl are disappointed by Clark's lack of interaction with other Buffy characters. But really, the story was over like, 3 chapters ago. Everything else is just resolution. Anyway, that's what I created "Hero Talk" for.

This is the first multi-chapter story I've ever finished!

**Be sure to check my profile on for information on ongoing, and upcoming projects. If you're reading this on Twisting the Hellmouth, you can find on my profile page, a link to my fanfic profile under HOMEPAGE**


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